Senior Executive Officer Employment Arrangements
                                   Fiscal 2006

<TABLE>
<S>                   <C>                 <C>                             <C>                   <C>

--------------------- ------------------- ------------------------------- --------------------- ----------------------
                                                                           Stock Appreciation
        Name             Base Salary           Cash Bonus Potential           Rights(1)(2)       Restricted Stock(3)
--------------------- ------------------- ------------------------------- --------------------- ----------------------
Lloyd Hill                  $830,000      up to 125% of base salary               279,000                47,500
--------------------- ------------------- ------------------------------- --------------------- ----------------------
Dave Goebel                 $550,000      up to 100% of base salary               139,000                23,500
--------------------- ------------------- ------------------------------- --------------------- ----------------------
Steve Lumpkin               $475,000      up to 85% of base salary                 99,500                16,850
--------------------- ------------------- ------------------------------- --------------------- ----------------------
John Cywinski               $413,100      up to 70% of base salary                 54,000                10,000
--------------------- ------------------- ------------------------------- --------------------- ----------------------
Stan Sword                  $350,000      up to 65% of base salary                 54,000                 9,000
--------------------- ------------------- ------------------------------- --------------------- ----------------------
Carin Stutz                 $310,500      up to 65% of base salary                 90,000                     -
--------------------- ------------------- ------------------------------- --------------------- ----------------------
</TABLE>

     (1)  Will be granted  pursuant to the  Company's  Amended and Restated 1995
          Equity  Incentive Plan (the "Plan").  Upon exercise,  executives  will
          receive the number of shares of common stock equal to the appreciation
          in the fair market value of the number of shares set forth above based
          on the difference  between the fair market value on the grant date and
          the fair  market  value on the date of  exercise.  Only the  number of
          shares of common stock delivered as payment of such  appreciation will
          count against the shares  available for issuance  under the Plan.  The
          stock   appreciation   rights  will  be  granted  in  equal  quarterly
          installments  during fiscal 2006, if the executive continues in his or
          her position,  beginning March 1,  2006 and will vest 3 years from the
          date of the first grant in March, 2006. .

     (2)  Executives may elect to receive additional stock  appreciation  rights
          in exchange for  restricted  stock at a 4-to-1  ratio.  Ms. Stutz made
          this election.

     (3)  The restricted stock will be granted under the Plan in equal quarterly
          installmants  during fiscal 2006, if the executive continues in his or
          her position, beginning March 1, 2006. The restricted stock is subject
          to three-year  restriction  period from the date of the first grant in
          March 2006.

     Mr.  Hill  has  a  written   employment   agreement   and   severance   and
noncompetition  agreement and Mr. Lumpkin and Mr. Goebel have written employment
agreements  with the  Company  that are  filed as  exhibits  with the  Company's
appropriate  filings  under the  Securities  Exchange  Act of 1934.  Their  base
salary, cash bonus and incentive  compensation is set each year by the Executive
Compensation Committee. Cash bonuses are paid pursuant to the Company's existing
cash bonus plans, which are filed as exhibits with the appropriate filings under
the  Securities  Exchange Act of 1934.  They may  participate  in the  Company's
FlexPerx program,  Deferred  Compensation  Plan,  Executive  Retirement Plan and
Executive  Health  Plan  and  other  benefit  programs   provided  to  employees
generally, based on each plan's eligibility requirements.  The FlexPerx program,
Deferred  Compensation Plan, Executive Retirement Plan and Executive Health Plan
are also filed as exhibits  with the  Company's  appropriate  filings  under the
Securities Exchange Act of 1934.

     Mr.  Cywinski,  Mr.  Sword  and Ms.  Stutz do not have  written  employment
agreements with the Company.  Their base salary,  cash bonus and other incentive
compensation  is set each year by the  Executive  Compensation  Committee.  Cash
bonuses are paid pursuant to the Company's  existing cash bonus plans, which are
filed as exhibits  with the  appropriate  periodic  filing under the  Securities
Exchange Act of 1934.  They may participate in the Company's  FlexPerx  program,
Deferred Compensation Plan, Executive Retirement Plan, Executive Health Plan and
other benefit  programs  provided to employees  generally,  based on each plan's
eligibility  requirements.  They have each entered into the  Company's  standard
forms of Change in Control and Non-Compete  Agreement,  which have been filed as
exhibits with the Company's  appropriate  filings under the Securities  Exchange
Act of 1934.